Breathing You
by divine one
Summary: standalone or continuation of the Not Breathing and Barely Afloat Barney Lily fics. Please be aware there is s exual content IN this fic. if it offends, or you are underage, do not read!


**Title** Breathing You  
**Chapter (1/1 or 3/3)**  
**Author** Devylish  
**Pairing** Barney/Lily  
**Rating** NC-17  
**Words** 2973  
**Warnings** sex. Please do not read if you're underaged or offended by sexual content.  
**Spoilers** Nada  
**Disclaimer** All publicly recognizable characters, settings, plot, etc. are the property of the creators of the TV show **How I Met Your Mother (HIMYM)**. Any original characters, settings and plots are the property of devylish. devylish is in no way associated with the TV show **HIMYM** and no copyright infringement is intended. This work is an amateur fan effort and no profit is being made.  
**AN2** Created as an entry to the Mature HIMYM (LJ) Smut Duel. **AN3** Can be read as a standalone, or as part three of my marshallsdeadverse. If you want to read the other fics in the verse, Not Breathing is here, and Barely Afloat is here. **AN4** Darlingchaos was kind enough to beta part of this (waves at Darling), _Thanks Darling!!!_ So the part with the mistakes in it is allll me!

_BL BL BL BL BL BL_

_You're sick of feeling numb,  
__You're not the only one.  
__I'll take you by the hand  
And I'll show you a world  
__That you can understand.  
__**Pain**__ ~Three Days Grace~ _

* * *

Their first kiss was slow and tentative, a way for them to explore the flavor and the texture of one another.

And they needed to explore, to learn, one another. They'd known each other for what seemed like forever…, but not like this. _This_ part of Barney, _this_ part of Lily, was new to each of them. So they took a little time to get to know one another before Barney stepped forward, edging Lily backwards until she was against the wall. He lifted one of his hands from her ass to her head and tugged at the clips that held her hair up in a loose bun. As the chocolate locks fell free, he ran his fingers through them.

It was something he'd done before. In fact, during the past year, he'd often found himself pulling her hair out of a pony tail or bun before losing his fingers in the silken tresses. Contentment would etch itself across her face as he teased her scalp with his fingers; smoothing the tangles, and the worries away; lulling her into a state of sweet numbness.

Tonight, however, he wasn't trying to calm or soothe her. His hands in Lily's hair were all about control and release. His control and her release. He used his grasp of her mane to force her head to the side. Moving his lips along her jaw until he reached her ear, he seduced as only he could.

"How do you like it, Lil? Soft?" His hand skimmed along her neck and across her shoulder blade.

A whimper.

"Or do you like it a little rough?" His hand drifted down to her breast and he fingered her nipple through the material of her dress before pinching the small protuberance.

A hiss.

"Can't make up your mind?" He sighed teasingly, his breath skimming along her face, "I guess I can give you a little bit of both. But only because it's you Lily. Only because it's you."

Barney dragged his mouth back to Lily's and the slow exploratory tempo of the kiss gone; and in it's place, there was demand.

It was an insistence, a commanding control that Lily was finding hard to resist. And part of her did want to resist. A small, ever shrinking part in the back of her head was nipping at her. Pick. Pick. Pick. It was a scratching, itching, scrabbling little something that was whispering to her: _This is not how it should be. This is not who it should be. It should be Marshall. And it should be cotton, and candy, and gentle, and clumsy, and… loving. _But that's not how it was. It wasn't Marshall, and it wasn't clumsy or gentle or soft and sweet.

It was Barney. And he wasn't gentle. Not that his hands or his lips were harsh; they weren't. But he didn't treat her as if she was a porcelain doll. He didn't treat her as if he was afraid of breaking her with the strength of his body, the force of his kiss, the press of his hands. It wasn't what she was use to. But it felt… it felt like….

She let her fingers curl though the short hairs at the back of Barney's neck, and her mind began to numb.

He pulled her lower lip between his, nibbling at the skin, suckling at her mouth. She tasted like strawberries -- her neck, her jaw, her lips -- strawberries. And he found himself wondering if all of her tasted of strawberries.

As their kiss deepened, Lily lifted her leg up along Barney's thigh, trying to purchase more of his body.

Grinning against her lips, Barney lifted her form higher on his frame, pinning her against the wall with the weight of his body.

From her new position, Lily wrapped both of her legs around his hips, melding her center against his. His hands kneaded her ass cheeks, tugging her as close to him as possible without his actually being inside of her.

He moved a hand to her shoulder, and he plucked at the strap – the thin strap – of her little micro knit green dress.

"I like this. Looks good on you Aldrin."

She chased after his lips hungrily, only half aware of what she was doing. But she thought she might like this; this following someone else's steps. _His_ leading and _her_ following. Her heart twinged with the thought. This was so different from how things were with Marshall. Where she always set the tempo and the steps of the dance… knowing he would follow.

"It looks good on you," he brushed his lips against hers once… twice…, "but, it --."

She groaned, and like the Lily of old, she put Barney in his place effortlessly, "if you say that it would look better on the floor, Stinson, we're stopping this now."

He chuckled against her neck, the warmth of his breath sending a shiver down her spine.

She dropped her hands from his shoulders, and to Barney's surprise, she grabbed at the hem of the dress - the hem that was scrunched around her hips - and she tugged it up and off of her body; arching her frame closer to his when the dress got trapped between her body and the wall.

Within seconds, the sheath was lying on the floor. Beautiful and forgotten.

Lily was crushed against his chest, her bare nipples rubbing against the crisp cotton of his pale blue Armani shirt. He gazed down at her big eyes, big and green, reflecting both lust and pain, and the words slipped out of him. "You're beautiful." Almost immediately, he could see her eyes shuttering, trying to hide away from his compliment. He knew it wasn't what she needed to hear… what she wanted to hear, but apparently, his stupid mouth had needed to say it.

Grinding his hips against hers Barney determinedly pushed Lily against the cold wall; his hard length pressed against her center, as he dragged her… dragged them both, back into the here and now.

The here and now where his hand was palming her bare breast; feeling the nipple somehow tighten even more as he moved his hand in a slow circle over her breast.

Lifting them up and away from the wall Barney headed into the lone bedroom in the apartment.

Depositing her on the bed he stepped back and studied Lily as he removed his tie. Pale almost luminescent skin, dark hair falling haphazardly across her shoulders, nipples – pink and puckered – on small perfect breasts, and a cream colored thong acting as the only barrier between him and nirvana. He journeyed back up her form and locked his eyes with hers as he unbuttoned his cuffs. As he stripped down in front of Lily, Barney could see thoughts flitting past her eyes; he could see them, but he couldn't read them.

_He's shorter than Marshall._ That was the first thing that Lily found herself focusing on. _He was still tall, taller than her, but yeah, he's noticeably different in height than Marshall._ The other almost immediately noticeable difference between Barney and Marshall was that Barney was beautiful. He was a beautiful male specimen. Strong shoulders, muscular without being overwhelmingly so, narrow waist and hips, strong looking thighs.

_So different from Marshall's tall hulking doughy presence. The difference between marble and clay. Between now and then. _

She felt her eyes well up with tears over her mind's betrayal of Marshall. Making comparisons was probably natural. But Marshall… Marshall should win those comparisons. He should come out on top; because what she and Marshall had was special. And amazing. And…

"You wanted someone new Lil. Someone who wasn't Marshall, who didn't remind you of Marshall." Barney stood naked before her, "I'm not Marshall, I don't look like Marshall, I don't act like Marshall, and I sure as hell don't fuck like Marshall."

She closed her eyes and let her head drop back down onto the comforter. _Stop saying his name. Stop saying his name. Please, just stop saying his name. I can't do this if…_

She felt Barney touching her; touching her thighs. He had dropped to his knees at the edge of the bed and was pulling her closer to him. Pulling her cotton clad center closer to his face. His hands were warm and resolute. Intent upon opening the gift that lay before him.

As she lifted her hips to ease the process of getting her underwear off, Lily found herself thinking, mirthlessly_, at least he won't be able to talk for a while. _And then her thoughts faded away to nothingness as she felt him lift one of her legs over his shoulder – his warm breath teasing her center.

And then he was tasting her. Lapping at her as if she was a wine, rare and sweet.

And his Lily _was_ sweet. Sweet and tart and fragrant. Like strawberries.

Barney had many strengths. He could manipulate his way out of any situation. He could read people amazingly well; (identify with them – no – but read them? Yes). He could also seduce and fuck better than 98% of the people he knew. He understood the wheres and the hows and the whens of the female body. He understood them, and he appreciated them.

And he was appreciating Lily's body now. Letting the tip of his tongue play against her clit, Barney ran a finger along the lips of her pussy. He edged his way along the sensitive skin as she instinctively moved her body closer to his mouth. Dipping his middle finger into her wet heat, he slowly felt her. Felt which planes and surfaces made her quiver beneath his touch.

Within seconds Lily could feel the pressure rising inside her. It grew with each touch of Barney's tongue, with each stroke of his finger. She could feel it climbing, fumbling its way to freedom. To escape. And when he added a second finger to his concentrated attack, she finally found her release.

Her insides shattered and she moaned; a wordless melting into sensation and pleasure.

Fuzzy and faint and filled with buzzing little endorphins, Lily's mind was in a million little pieces. Pieces that she was in no hurry to put back together. She took a shallow breath and moaned with pleasure as she felt him climbing up her body – lifting and centering her in the bed.

As he leaned over her, Lily's eyes fluttered open and she smiled; an open, unaware, pleasure filled smile. "Hey you." Her voice was fragile and soft.

Barney didn't resist the urge to kiss her. Bringing his lips to hers, he let her taste the sticky sweet juices that coated his mouth. When she darted her tongue out and licked at his chin, Barney couldn't hold back the groan that escaped him.

They nipped and nuzzled at one another's lips and jaws and necks as she came down from the cloud she was floating on. Her eyes took him in; leaning over her as Marshall had done hundreds of times before. His forearms on either side of her face, the lower half of his body pressed against hers. It was the same, yet different. Barney's weight was lean and firm against her softness. She didn't feel like she was trapped or lost beneath him. Instead, she felt… she felt… feminine.

Especially when he shifted slightly and his cock moved against her belly. Hard and demanding.

"You held back on me Lil." Barney smiled knowingly; Lily had cum – which, of course, he'd expected – but she hadn't let go all of the way. She'd kept a tenacious grip on where she was, and who she was with.

Leaning to the side slightly, he slipped his hand between their bodies and taking his cock, he rubbed the head along her slit. Teasing her… hell, teasing them both. "I want you to let go this time Lily. Let it all go."

_That wasn't letting go? That was holding back? _Her body still thrummed with the release… although the sweet pressure was building in her belly again; simmering and heating her veins.

"I want you to feel it everywhere…. Here," his cock nudged against her clit, sending little sparks of pleasure/pain through her nerve endings. "And here," Barney lowered his tongue to her breast licking at her nipple lightly.

She mewed.

"And, I especially, want you to feel it… here." Barney lifted his head and brushed his lips across Lily's forehead. "You have to let it all go baby." His voice was seductive and warm against her ear. "You can't imagine I'm Marshall. You can't hold on to him. You can't think about him while I'm here. Right here." His hand brushed against the lips of her sex. "Imagining him won't help. It won't work. You can't hide behind his memory. I won't let you." The head of his cock pressed against her entrance.

She hissed lightly.

"You need to know it's me."

"I know it's you, Stinson." She aimed for 'light', but landed on 'fragile and scared'.

Barney pushed into Lily, slowly. "I just want to make sure of that baby." He inched further into her, almost cumming simply from being in her tight warmth.

Her eyes fluttered closed as she surrounded his length. She found herself stretching around him, encompassing him. A welcome invasion.

The tempo Barney set was unhurried and exacting. He was teasing them both with the awareness that he fit her… completely; torturing them both with the knowledge that if he simply picked up the cadence, changed his stroke, he could bring them both to the edge – and send them over – but he wouldn't. Not until he was positive that she was there with _him._ Completely and fully.

_I can do this. I can do this. I don't have to give everything to him. I can keep part of myself – Marshall – for me. _She forced herself to breath; her fingers curving into Barney's biceps every time he buried himself inside of her.

_I can do this._

Only, she wasn't positive she could.

"Just tell me what you want baby." His voice burrowed into her mind, cutting out a spot made just for him. "Tell me what you need, Lily. I swear I'll give it to you."

But she couldn't do it. She couldn't admit to needing him; wanting him. How could she want and need Barney when all she had ever wanted and needed was Marshall?

_Marshall. _She clung to the picture of his face. Desperately trying to keep him safe in the little corner she'd tucked him away in.

But it wasn't Marshall's voice whispering in her ear, "Tell me that you want to cum. Tell me that you want me."

It wasn't Marshall's hand ghosting along her skin.

And it wasn't Marshall's cock tunneling into her -- being accepted by her body – bringing her so close.

Barney dropped his forehead to Lily's. She was killing him. Fucking killing him.

He had stamina. He was known for his stamina. Hell, he bragged about his stamina. But Lily? Lily could bring a king to his knees. The way she clutched at him. With her hands and her thighs and her muscles – slick and tight. _Fuck_! He had his strengths, but even a strong man could only last so long around temptation like this. He lowered his hand from Lily's sensitized breast gliding it down along her ribcage and over her hip. He moved his hand to where they were joined, feeling his cock slide into her center before he lifted his thumb to her clit and strummed the tiny bundle of nerves.

Lily's eyes shot open as she felt a shock of pleasure fire through her.

_Barney_.

_It was Barney whispering to her, touching her…, fucking her_.

Blinking back tears, she dug her nails into Barney's shoulders.

"More."

"More what baby?"

She was close. So close. And it was all because of his body. His touch. Him.

"More… you."

He groaned. _Thank God. _"Whatever you want baby."

He adjusted the cadence of his strokes, breaking the slow rhythm they had been dancing to. His body lacked the impressive control he'd displayed before. Now, he was moving completely on instinct. His muscles doing only what felt natural.

As he pushed into her, deeper and harder, their eyes locked. And they began to breathe the same air; to breathe one another.

"I want you to cum for me Lily." His voice dropped, "Cum with me." He felt her muscles contract around him once; clinging to him and then releasing him.

"Fuck." He was going to break. He was going to break and come before her. "Tighten around me baby. One more time. Just for me baby. C'mon Lil." He added his index finger to his thumb on Lily's clit, pinching.

Her eyes widened and she clinched around his cock. Her hands and her center holding on to him like a vice. Then suddenly she felt everything around her fracture. As her world disintegrated, Lily called out his name. Called out the name of the man who was making love to her. "Barnnneeeyy"

The tightness, the look on her face - lust laced with knowledge, and his name sighing out of her perfect mouth…? Barney finally came.

_BLBLBLBLBLBL_

The world had put itself back together a few minutes ago. And with its recreation had come near-silence.

Lily lay with her head on Barney's chest, listening to the sound of his heart quietly thumping inside his ribcage.

His hand was in her hair again, combing through the strands as he quietly rubbed his chin along the top of her head.

Moving her hand from his pec to his waist, Lily tilted her head to the side and pressed her lips to Barney's chest, gracing the skin there with the smallest of kisses.


End file.
